ARTICLES  OF  ASSOCIATION 


MERCHANTS'  BANK, 


CITY   OF  NEW-YORK. 


NEW-YORK : 

WILLIAM  W.  ROSE,  STATIONER,  PRINTER,  ENGRAVER,  &c. 
X  o .  17  Wall  Street. 


1855. 


lEx  ICtbrta 


SEYMOUR  DURST 


When  you  leave,  please  leave  this  book 

Because  it  has  been  said 
"Sver'thing  comes  t'  him  who  waits 

Except  a  loaned  book." 


Avery  Architectural  and  Fine  Arts  Library 
Gift  of  Seymour  B.  Durst  Old  York  Library 


ARTICLES  OF  ASSOCIATION 

OF  THE 

MERCHANTS'  BANK, 


CITY  OF  NEW-YORK. 


Articles  of  Association,  made  and  entered  into  at  the  City  of 
New-York,  this  day 

Witness, 

That  we,  whose  hands  and  seals  are  hereunto  subscribed  and 
affixed,  have  associated,  and  by  these  presents  do  associate  our- 
selves, under  and  pursuant  to  the  provisions  of  the  Act  of  the  Le- 
gislature of  the  State  of  New-York,  entitled  "  An  Act  to  authorize 
the  business  of  Banking,"  passed  April  18,  1838,  and  the  Acts 
of  said  Legislature  additional  thereto  and  amendatory  thereof,  upon 
the  following  terms,  for  the  purpose  of  conducting  the  business  of 
Banking. 

ARTICLE  I. 

Sec.  1.  The  name  of  this  Association  shall  be,  "The  Merchants' Name  and  Place. 
Bank,  in  the  City  of  New-York,"  and  its  business  of  discounts 
and  deposits  is  to  be  carried  on  in  the  City  of  New- York. 

Sec.  2.  The  amount  of  its  Capital  Stock  shall  be  $1,500,000,  Capital, 
divided  into  thirty  thousand  shares  of  fifty  dollars  each.  Should 
it  be  deemed  advisable  at  any  future  time  that  the  Capital  be  en- 
larged, it  may  be  so  enlarged  to  a  sum  not  exceeding  $5,000,000 ; 
provided  three-fourths  of  the  stockholders  in  interest  assent  thereto, 
but  not  otherwise. 


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Duration.  Sec.  3.  The  Association  shall  commence  on  the  second  day  of 

January,  one  thousand  eight  hundred  and  fifty-seven,  and  shall 
terminate  on  and  with  the  first  day  of  January,  one  thousand  nine 
hundred  and  fifty-seven. 


ARTICLE  II. 

Powers.  gEC>  \t  The  object  of  the  Association  is  to  carry  on  the  business 

of  Banking,  by  discounting  bills,  notes,  and  other  evidences  of  debt, 
by  receiving  deposits,  by  buying  and  selling  gold  and  silver  bullion, 
foreign  coins  and  bills  of  exchange,  for  the  purposes  authorized  by 
law ;  by  loaning  money  on  real  and  personal  security ;  by  issuing 
and  circulating  bills  and  notes  as  permitted  by  law ;  and  by  exercis- 
ing all  such  incidental  powers  as  shall  be  necessary  to  carry  on  such 
business  ;  and  also  by  exercising  any  and  every  other  such  additional 
power  or  powers  that  Associations  formed  under  said  act  now  are  or 
hereafter  may  be  authorized  by  law  to  exercise. 

Dealings  in  land  Sec.  2.  The  Association  shall  not  deal  or  traffic  in  lands  or  mer- 
dSe  how fSpro-  chandize,  except  it  may  purchase,  hold  and  convey  real  and  personal 
hlblted-  estate  for  the  following  purposes  : 

1.  Such  real  estate  as  shall  be  necessary  for  its  immediate  accommo- 
dation in  the  convenient  transaction  of  its  business. 


2.  Such  real  and  personal  estate,  or  either,  as  shall  be  mortgaged 
or  pledged  to  it,  in  good  faith,  by  way  of  security  for  loans  made  by 
or  moneys  due  to  the  Association. 

3.  Such  real  or  personal  estate  as  shall  be  conveyed  or  assigned 
to  the  Association,  in  satisfaction  of  debts  previously  contracted  in 
the  course  of  its  dealings :  And, 

4.  Such  as  it  shall  purchase  at  sales  under  judgments,  decrees  or 
mortgages  held  by  the  Association. 


ARTICLE  III. 

How  conducted.      Sec.  1.  The  powers  of  the  Association  shall  be  exercised,  and  its 
business  be  conducted  by  tfewteei*  Directors.    Every  Director  shall  be 
Directors.  M  °f  a  citizen  of  the  United  States  of  America,  and  shall  own  and  hold, 


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at  all  times,  in  his  own  right,  at  least  twenty  shares  of  the  Capital 
Stock  of  the  Association. 

Sec.  2.  The  following  persons  shall  be  the  first  Directors  of  the  Firgt  Dircctors< 
Association,  to  wit : 


John  J.  Palmer, 
Benjamin  Aymar, 
Robert  L.  Maitland, 
Samuel  T.  Carey, 
Benjamin  B.  Sherman, 
Alexander  T.  Stewart, 


William  H.  Townsend, 
John  Auchincloss, 

William  E.  Wilmerding, 
William  A.  Hadden, 
Edwin  A.  Oelrichs; 


and  they,  as  well  as  those  persons  who  at  any  time  hereafter  shall 
be  elected  Directors  of  the  Association,  shall  have  and  exercise  all 
the  powers  and  discharge  all  the  duties  herein  or  by  law  conferred  or 
imposed  on  the  Directors,  and  shall  at  all  times  exercise  such  powers 
and  discharge  such  duties,  until  their  successors  shall  be  elected  and 
take  their  seats,  as  hereinafter  provided. 

Sec.  3.  The  Directors  herein  appointed,  and  their  successors,  shall  ?}|°Jion  of  Pres* 
elect  one  of  their  number  to  be  President  of  the  Association. 

Sec.  4.  A  majority  of  the  Directors  for  the  time  being,  shall  form  Board  or  quo- 
a  board  or  quorum  for  transacting  the  business  of  the  Association, rum' 
and  the  said  board  may  from  time  to  time  commit  or  delegate  such 
power  to  a  committee  of  their  own  body,  or  to  their  President  and 
Cashier,  or  either  of  them,  as  they  may  deem  expedient,  and  such 
power  may  at  pleasure  annul  and  revoke.    And  the  said  Board  shall  Appointment  of 
have  power  to  appoint  a  Cashier  and  as  many  officers,  clerks,  agents,  ofheroificers. 
and  servants,  for  carrying  on  the  business  of  the  Association,  and 
with  such  salaries  and  allowances  as  they  shall  deem  expedient  and 
proper  ;  and  they  shall  also  have  power  to  make  and  prescribe  such  To  make  By- 
by-laws,  rules  and  regulations  not  inconsistent  with  law  or  with 
these  Articles,  as  they  may  deem  expedient ;  and  to  alter,  suspend 
or  repeal  the  same  at  pleasure ;  and  they  shall  also  have  power  to 
remove  from  office  such  President,  Cashier  or  other  officers,  clerks  or 
agents  at  pleasure,  and  to  appoint  or  substitute  others  in  their  stead. 

ARTICLE  IV. 

The  Board  of  Directors,  out  of  the  funds  of  the  Association,  shall  Dividends, 


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defray  all  its  expenses,  and  twice  in  each  year  may  declare  and  pay 
such  dividends  as  they  may  deem  expedient,  and  as  shall  be  lawful, 
out  of  the  surplus  profits  of  the  Association,  to  the  Stockholders, 
their  authorized  Attorneys,  or  their  legal  representatives ;  of  which 
dividends  notice  shall  be  immediately  published,  for  at  least  ten  days, 
in  two  daily  newspapers  printed  in  the  City  of  New- York.  Any 
interest  accruing  on  unclaimed  dividends  shall  belong  to  the 
Association. 


ARTICLE  V. 

Sec.  1.  The  Board  of  Directors  may  invest  such  portions  of  the 
funds  of  the  Association  as  they  may  deem  expedient,  in  such  pro- 
perty as  the  Association  may  lawfully  hold,  and  may  transfer  to,  or 
deposit  with  the  Comptroller,  or  other  proper  officer  of  the  State  of 
New- York,  any  portion  of  such  property  as  may  be  lawful  which 
they  may  see  fit,  to  secure  the  payment  of  the  notes  which  they  may 
issue  as  money. 


Sec.  2.  The  Board  of  Directors  shall  cause  suitable  books  to  be 

Transfer  of 

stock.  kept  for  the  registry  and  transfer  of  the  Shares  of  the  Capital  Stock  of 

the  Association,  in  which  the  names  of  its  Shareholders  shall  be  record- 
ed, and  every  transfer  to  be  valid  shall  be  made  on  the  books  of  the 
Association,  and  shall  be  signed  by  the  Shareholder,  his  Attorney,  or 
legal  representative. 

Effect  of  Trans-  ^Ec*  3*  Every  transfer  of  Shares  of  said  Capital  Stock  shall  be 
fer-  made  and  taken,  expressly  subject  to  all  the  conditions  and  stipula- 

tions contained  in  these  Articles,  and  shall  be  executed  and  authenti- 
cated in  such  manner  as  the  Board  of  Directors  shall  from  time  to 
time  prescribe. 

_  .         ,        Sec.  4.  The  Board  of  Directors  may  close  the  transfer  books  from 

Closing  transfer  J 

books.  time  to  time,  as  the  convenience  of  the  Association  may  require. 


ARTICLE  VI. 

„     "  .        Sec  1.  The  first  election  of  Directors  of  the  Association  shall  be 

Election  of  Di- 
rector-. he]ci  in  the  City  of  New-York,  on  the  second  Tuesday  in  January, 

in  the  year  one  thousand  eight  hundred  and  fifty-eight,  and  the 

annual  election  thereafter  on  the  second  Tuesday  of  January  in  each 


7 


year,  at  such  time  of  the  day  and  at  such  place  in  the  City  of  New- 
York,  as  the  Board  of  Directors  for  the  time  being  shall  appoint  or 
designate. 

Sec.  2.  Notice  of  the  election  for  Directors  shall  be  published  in  Notice  of  eicc- 
two  of  the  daily  newspapers  printed  in  the  City  of  New- York,  for  at 
least  ten  days  immediately  preceding  the  day  of  election. 

Sec.  3.  At  the  first  and  every  subsequent  election  for  Directors  of  Election  of  in- 
the  Association,  three  persons  shall  be  chosen  by  the  Associates  or spectors- 
Shareholders  entitled  to  vote  for  Directors,  as  Inspectors  of  the  next 
succeeding  election,  any  two  of  whom  shall  be  competent  to  act,  but 
neither  of  said  Inspectors  shall  be  an  Officer  or  Director  of  the 
Association. 

Sec.  4.  The  three  following  persons  are  hereby  chosen  and  ap-  First  inspectors, 
pointed  as  Inspectors  of  the  first  election  for  Directors  of  the  Asso- 
ciation to  be  held  on  the  second  Tuesday  in  January,  in  the  year  one 
thousand  eight  hundred  and  fifty-eight. 

Stewart  Brown,    Royal  Phelps,    John  Q.  Aymar, 

any  two  of  whom  shall  be  competent  to  act,  and  the  Board  of  Di-  Vacancies  to  be 
rectors  for  the  time  being,  are  hereby  authorized  to  supply  anyfilled' 
vacancy  that  may  occur  from  time  to  time  by  the  death  or  removal 
from  the  City  of  New-York,  of  any  or  either  of  said  Inspectors 
above  named,  or  of  any  Inspector  or  Inspectors  Avho  may  hereafter 
be  elected,  or  which  vacancy  may  occur  by  the  refusal  to  serve,  or 
neglect  to  attend  on  the  days  of  election  of  any  Inspector  or 
Inspectors. 

Sec.  5.  All  elections  for  Directors  of  the  Association  shall  be  by  Election  of  Di- 
ballot,  and  shall  be  conducted  by  the  Inspectors  agreeably  to  the rectors- 
conditions,  requirements  and  provisions  of  Article  2,  Title  2,  Chap. 
18,  Part  1,  of  the  Revised  Statutes  of  the  State  of  New-York.  Each 
Stockholder  shall  be  entitled,  directly  or  by  proxy,  to  one  vote  on 
each  share  of  the  Capital  Stock  of  the  Association  owned  and  held 
by  him  in  his  own  name,  for  at  least  thirty  days  previous  to  the 
election  ;  and  the  frwolva  persons  who  at  each  annual  election  here-  Number  of  d> 
after  to  be  held,  shall  have  the  greatest  number  of  votes,  shall  be  the rectors" 
Directors. 


8 


Organize  after       Sec.  6.  The  Directors  thus  elected  shall  take  their  seats  at  the 

election* 

Board  on  the  day  succeeding  the  second  Tuesday  in  January  in  each 
year,  and  shall  as  soon  as  may  be,  proceed  to  organize  and  to  elect 
by  ballot  one  of  their  number  to  be  President  of  the  Association. 
And  if  any  Director  of  the  Association  shall  cease  to  hold  in  his 
own  right,  twenty  shares  of  the  Capital  Stock  of  the  Association,  he 
shall  thereby  vacate  his  place  as  such  Director,  and  whenever  apy 
vacancy  shall  happen,  from  any  cause  whatever,  the  same  shall  be 
filled  for  the  remainder  of  the  year  by  such  person  or  persons  as  the 
Directors  for  the  time  being,  or  a  majority  of  them  shall  appoint. 

Failure  to  elect       SEC,  *jm  The  failure,  for  anv  cause,  to  elect  Directors  on  anv  dav 

Directors.  .  . 

whereon  such  election  should  have  been  held,  as  herein  specified  or 
appointed,  shall  not  dissolve  the  Association,  but  it  shall  be  the  duty 
of  the  Board  of  Directors  to  notify  and  cause  such  election  to  be 
held  within  sixty  days  after  the  day  herein  designated  for  the  annual 
election. 

ARTICLE  VII. 

Duties  and  pow-      gEC   j  The  President  of  the  Association  for  the  time  being,  shall 

ers  of  President.  o' 

preside  at  any  meeting  of  the  Board  of  Directors  at  which  he  shall 
be  present,  and  the  said  President  is  hereby  indicated  as  the  officer 
to  whom  conveyances  shall  be  made  of  real  estate,  to  take,  hold  and 
convey  the  same  in  behalf  of  the  Association,  according  to  the  pro- 
visions of  the  said  Acts  of  the  Legislature ;  and  he  is  hereby  author- 
ized and  empowered  in  his  name  as  such  President,  or  in  the  name 
of  the  Association,  and  under  the  direction  of  the  Board  of  Directors 
to  collect,  receive  and  sue  for,  any  moneys  or  property  due  or  belong- 
ing to  the  Association,  or  to  compound  for  the  same ;  to  submit  to 
arbitration  any  controversies  in  which  it  may  be  involved ;  to  cancel 
and  satisfy,  on  payment  or  compromise,  any  mortgage,  judgment  or 
decree,  which  it  may  hold,  and  to  release  and  discharge  the  whole  or 
any  part  of  the  property  mortgaged  or  encumbered ;  and  also  to  sell 
and  transfer  any  public  debt,  stocks  or  other  property  belonging  or 
pledged  to  the  Association :  and  to  receive  any  dividends  arising  there- 
from ;  and  for  any  of  the  foregoing  or  other  similar  purposes,  an  Attor- 
ney at  law  or  in  fact  under  him  at  any  time  to  appoint. 

Sec.  2.  In  case  of  the  absence  or  inability  of  the  President,  for 


9 


any  cause,  to  act  as  President,  the  Board  may  elect  a  Chairman  or  President  pro 
President  pro-tem.,  with  power  to  perform  the  duties  of  the  President, 
until  the  inability  shall  cease,  or  until  a  new  President  shall  be  ap- 
pointed. 

Sec.  3.  The  President  and  Cashier  shall  siffn  all  Certificates  of  Certificates  of 

n      ,  .  .  stock  to  be  sign- 

stock  to  be  issued  by  the  Association.  ed. 

Sec.  4.  The  Cashier  shall  keep  minutes  of  the  proceedings  of  the  Minutes. 
Board  of  Directors,  or  in  his  absence  they  shall  be  kept  by  the  Pres- 
ident, Chairman  or  President  pro  tern.,  or  a  person  authorized  by  him. 

ARTICLE  VIII. 

Sec.  1.  A  majority  of  all  the  Directors  elected,  may  in  their  dis-  Additional  pow- 

,  .  -IT.!  •  m  l-i    ers  and  privi- 

eretion  accept  and  exercise  any  additional  powers  or  privileges  which  leges, 
may  at  any  time  be  conferred  upon  the  Association,  either  by 
amendment  of  the  Acts  under  which  it  is  formed,  or  by  any  new 
enactment. 

Sec.  2.  Such  majority  may  also  apply  for,  and  accept  any  Act  or  Directors  may 
Acts  of  Incorporation  for  Banking  purposes,  and  upon  such  condi-  incorporation, 
tions  as  they  may  deem  expedient ;  and  may  cause  to  be  transferred 
and  conveyed  to  the  body  corporate  so  to  be  created,  all  the  property 
of  the  Association. 

Sec.  3.  Two-thirds  in  number  of  the  Directors  for  the  time  being,  Amendment  of 
may  at  any  time  or  times  hereafter,  propose  amendments  to  these  Altlclr>' 
Articles.  Such  amendments  shall  be  published  at  length,  once  in 
each  week,  for  at  least  three  successive  weeks,  in  two  daily  news- 
papers printed  in  the  City  of  New- York ;  and  if  after  such  publica- 
tion, Shareholders  holding  in  their  own  right  a  majority  of  all  the 
Shares  of  the  Capital  Stock  then  existing,  shall  consent  to  such 
amendments,  by  an  Act  in  writing,  by  them  or  their  authorized  At- 
torney or  Attorneys;  such  amendments,  on  recording  the  same, 
together  with  such  written  act  of  cousent,  in  the  offices,  and  in  the 
manner  provided  by  law  for  riling  or  recording  the  Certificate  of 
Association,  shall  become  and  be  a  portion  of  these  Articles. 

ARTICLE  IX. 

It  being  desirable  that  this  Association  shall,  so  far  as  practicable 


10 


take  the  place  of  the  present  Batik,  known  as  "The  President,  Di- 
rectors and  Company  of  the  Merchants1  Bank,  in  the  City  of  New- 
York,"  whose  charter  will  expire  on  the  first  day  of  January,  one  thou- 
sand eight  hundred  and  fifty-seven,  and  to  secure  to  this  Association 
the  benefit  and  advantage  of  the  business  of  the  said  Bank,  it  is  agreed 
as  part  of  the  Articles  of  this  Association,  that  any  of  the  Stockholders 
of  the  said  present  Bank  may  become  members  of  this  Association  and 
receive  a  number  of  shares  therein,  equal  to  the  number  of  shares 
they  may  hold  in  the  present  Bank,  provided  they  shall  do  so  on  or 
before  the  first  day  of  July  next. 

All  these  Articles,  We,  the  undersigned  Associates,  for  our- 
selves, our  several  and  respective  Executors,  Administrators  and 
Assigns,  each  for  himself,  and  not  one  for  another,  Do  Hereby,  sev- 
erally and  mutually  covenant  and  agree  to  stand  to,  abide  by  and 
perform.  And  in  testimony  hereof  we  have  hereunto,  at  the  City  of 
New- York,  on  the  day  and  year  first  above  written,  set  our  hands 
and  seals,  and  have  specified  opposite  to  our  respective  seals,  our  res- 
pective places  of  residence,  and  the  number  of  Shares  of  the  Capital 
Stock  of  the  said  Association,  taken  and  held  by  us  respectively, 
subject  to  all  the  terms,  conditions  and  stipulations  contained  in  the 
foregoing  Articles. 


